Common use of Rulings or Unqualified Tax Opinions Clause in Contracts

Rulings or Unqualified Tax Opinions. at SpinCo’s Request. At the reasonable request of SpinCo pursuant to Section 7.02(d), XPO shall cooperate with SpinCo and use commercially reasonable efforts to seek to obtain, as expeditiously as reasonably practicable, a private letter ruling from the IRS or an Unqualified Tax Opinion for the purpose of permitting SpinCo to take the Notified Action. Further, in no event shall XPO be required to file any request for a private letter ruling under this Section 7.04(b) unless SpinCo represents that (i) it has reviewed the request for such private letter ruling, and (ii) all information and representations, if any, relating to any member of the SpinCo Group, contained in the related documents are (subject to any qualifications therein) true, correct and complete. SpinCo shall reimburse XPO for all reasonable costs and expenses incurred by the XPO Group in obtaining a private letter ruling or Unqualified Tax Opinion requested by SpinCo within 15 business days after receiving an invoice from XPO therefor.

Rulings or Unqualified Tax Opinions. at SpinCo’s Request. At the reasonable request of SpinCo pursuant to Section 7.02(d7.02(c), XPO IAC shall cooperate with SpinCo and use commercially reasonable efforts to seek to obtain, as expeditiously as reasonably practicable, a private letter ruling from the IRS (and/or any other applicable Tax Authority, or if applicable, a supplemental private letter ruling) or an Unqualified Tax Opinion for the purpose of permitting SpinCo to take the Notified Action. Further, in no event shall XPO IAC be required to file any request for a private letter ruling under this Section 7.04(b) unless SpinCo represents that (i) it has reviewed the request for such private letter ruling, and (ii) all information and representations, if any, relating to any member of the SpinCo Group, contained in the related documents are (subject to any qualifications therein) true, correct and complete. SpinCo shall reimburse XPO IAC for all reasonable costs and expenses incurred by the XPO IAC Group in obtaining a private letter ruling or Unqualified Tax Opinion requested by SpinCo within 15 ten business days after receiving an invoice from XPO IAC therefor.

Rulings or Unqualified Tax Opinions. at SpinCo’s Request. At the reasonable request of SpinCo pursuant to Section 7.02(d), XPO EPC shall cooperate with SpinCo and use commercially its reasonable best efforts to seek to obtain, as expeditiously as reasonably practicablepossible, a private letter ruling from the IRS (and/or any other applicable Tax Authority, or if applicable, a supplemental private letter ruling) or an Unqualified Tax Opinion for the purpose of permitting SpinCo to take the Notified Action. Further, in no event shall XPO EPC be required to file any request for a private letter ruling under this Section 7.04(b) unless SpinCo represents that (iA) it has reviewed the request for such private letter ruling, and (iiB) all information and representations, if any, relating to any member of the SpinCo Group, contained in the related private letter ruling documents are (subject to any qualifications therein) true, correct and complete. SpinCo shall reimburse XPO EPC for all reasonable costs and expenses incurred by the XPO EPC Group in obtaining a private letter ruling or Unqualified Tax Opinion requested by SpinCo within 15 business days ten Business Days after receiving an invoice from XPO EPC therefor.

Rulings or Unqualified Tax Opinions. at SpinCo’s Request. At the reasonable request of SpinCo pursuant to Section 7.02(d), XPO eBay shall cooperate with SpinCo and use commercially its reasonable best efforts to seek to obtain, as expeditiously as reasonably practicablepossible, a private letter ruling from the IRS (and/or any other applicable Tax Authority, or if applicable, a supplemental private letter ruling) or an Unqualified Tax Opinion for the purpose of permitting SpinCo to take the Notified Action. Further, in no event shall XPO eBay be required to file any request for a private letter ruling under this Section 7.04(b) unless SpinCo represents that (iA) it has reviewed the request for such private letter ruling, and (iiB) all information and representations, if any, relating to any member of the SpinCo Group, contained in the related private letter ruling documents are (subject to any qualifications therein) true, correct and complete. SpinCo shall reimburse XPO eBay for all reasonable costs and expenses incurred by the XPO eBay Group in obtaining a private letter ruling or Unqualified Tax Opinion requested by SpinCo within 15 business days ten Business Days after receiving an invoice from XPO eBay therefor.